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Vecima Networks to acquire Spectrum Signal Processing for $10.1M in cash and 820,000 shares

Vecima Buys SSP

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2/16/2007
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VICTORIA, British Columbia and BURNABY, British Columbia -- Vecima Networks Inc. (“Vecima”) (TSX: VCM) and Spectrum Signal Processing Inc. (“Spectrum”) (NASDAQ: SSPI, TSX: SSY), today announced the signing of a definitive agreement under which Vecima will acquire all the outstanding common shares of Spectrum in a transaction leveraging synergistic technology, administrative efficiencies, and combined sales channels thereby strengthening the market position of both companies. Vecima expects that the acquisition will be immediately accretive to revenues.

Under the terms of the agreement, Vecima will purchase all of the outstanding common shares of Spectrum for the equivalent of $0.8939 per share based on a value per Vecima share of $10.06 which was the 30-day volume weighted average trading price of Vecima shares to January 23, 2007, the date that Spectrum and Vecima executed a non-binding letter of intent. This represents a 39% premium over the 30-day average closing price of Spectrum shares to February 15, 2007. Consideration will be comprised of cash of $0.4915 and 0.04 of one Vecima common share for one common share of Spectrum, subject to maximum aggregate cash consideration of $10,075,000 and a maximum of 820,000 Vecima shares. Vecima will also acquire all outstanding stock options and warrants to acquire Spectrum shares in exchange for options and warrants of Vecima. The closing prices of Spectrum and Vecima shares on the TSX on February 15, 2007 were $0.56 and $10.39, respectively.

“Spectrum and its financial advisor, PricewaterhouseCoopers Corporate Finance Inc. (“PWC”), have been actively pursuing financing alternatives to enable Spectrum to fully execute its strategic plan,” said Irving Ebert, chairman of Spectrum’s board of directors. “The board concluded that this transaction is the best alternative for Spectrum shareholders, customers and employees and recommends that Spectrum shareholders vote to approve the cash and share offer from Vecima Networks Inc.”

Vecima Networks Inc.

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